Board Resolution ~ 08/08/2009(2)

Establishing Special Election Procedures

Resolution of the Board of Directors of the National Association of Criminal Defense Lawyers Establishing Special Election Procedures

Boston, Massachusetts August 8, 2009

WHEREFORE there are two vacancies on the NACDL Board of Directors,

WHEREFORE pursuant to NACDL’s bylaws, the vacancies were announced publicly and applications sought for the Director posts,

WHEREFORE a number of qualified members timely submitted applications were received for the two vacancies,

WHEREFORE Article VI, Section 6(b) of NACDL’s bylaws provides that the elections rules and procedures for a special election be adopted by the Board preceding the election,

Now THEREFORE, the following procedures shall govern the special election to be held at the NACDL Annual meeting in Boston:

Each candidate will be given the opportunity, if they so choose, to speak briefly regarding their qualifications at the meeting of the Board of Directors prior to the commencement of the voting.

Voting will be conducted by secret ballot.

Article VI, Section 6(b) of the NACDL bylaws requires that, to be elected, a candidate for a vacant position on the Board of Directors receive “the majority vote of the Board of Directors.” Article III, Section 6(b) of the bylaws authorizes present Officers, Directors, and past-presidents who are current voting members of the Association to participate in the vote.

Because there are two vacancies, in the first round of balloting, each member of the Board of Directors will be permitted to vote for two candidates.

If two candidates receive a majority vote of the present members of the Board of Directors, the election will conclude.

If one candidate receives a majority vote of the present members of the Board of Directors, that candidate will have been elected. Balloting for the second position will continue, but with each Director having one vote.

If no candidate receives a majority vote of the present members of the Board of Directors, the candidate who receives the lowest number of votes will be eliminated and balloting for both positions will continue.

Balloting will continue until two candidates have, as required, received a majority vote of the Board of Directors.

The elected directors will serve the remainder of the terms of the vacant positions, both of which expire at the Annual Meeting on August 14, 2010.